Edtech company upGrad has signed a term sheet to acquire rival Unacademy in an all-stock transaction, founders Ronnie Screwvala and Gaurav Munjal announced in separate posts on X on Saturday.

The proposed acquisition will be executed through a 100% share swap, Munjal said, adding that the valuation of the deal will be disclosed only after the transaction closes and regulatory filings are completed.

upGrad had been eyeing Unacademy for some time, though earlier negotiations had stalled over differences in valuation expectations. Initial discussions centred on an all-stock deal that pegged Unacademy’s value at around $300 million, marking a steep decline of more than 90% from its peak valuation of $3.4 billion

“We at upGrad have signed a term sheet to acquire Unacademy in an all-stock deal, with Founder and CEO Gaurav Munjal staying on to build Unacademy and focus on what it does best, creating online education products that learners love,” Screwvala wrote.

Munjal said that if the deal is completed, he will continue as co-founder and CEO of Unacademy, focusing on building online education products for learners in India and global markets.

Highlighting developments over the past year, Munjal said Unacademy has consolidated company-run centres with franchise partners, completed a ₹50 crore employee stock ownership plan (ESOP) buyback, and expanded its language-learning platform Airlearn, which is gaining traction in markets such as the US, UK, Germany and Canada. He added that the company currently holds cash reserves of more than $100 million.

Screwvala said the proposed combination would strengthen upGrad’s integrated learning ecosystem, spanning K-12 education, higher education, professional upskilling and lifelong learning.

The companies have also agreed to a break fee clause if the transaction does not close, he said.